Intellectual Property

Introduction

PMG Consulting (hereafter referred to as PMG) supports creativity, innovation, and invention among its employees and collaborators. The intent of this policy is to assure that any intellectual property (IP) produced will be utilized and developed for the benefit of the creators, PMG, and our clients.

Scope

The rights and responsibilities regarding IP are covered in this policy. PMG personnel and collaborators are covered to the extent that their creative work involves the use of PMG resources such as space, facilities, equipment, staff, or funds, as stipulated for the particular circumstances described in this policy.

Definitions

PMG personnel:	PMG employees, contractors, consultants, and all other persons whose work affiliation is with PMG, whether compensated by PMG or not.
Intellectual Property (IP):	Any form of knowledge or expression created by one's intellect that can be legally protected. Types include: Copyrights: All creative works, electronic or paper documents, software, multimedia or audiovisual materials, photographs, and any other materials that may be copyrightable under applicable law; Industrial Designs: Features of shape, configuration, pattern or ornament applied to a finished article made by hand, tool, or machine; and Patents: Inventions, discoveries, know-how, or other material that is patentable under applicable law.
Trademarks:	A trademark is a combination of letters, words, sounds or designs that distinguishes one company’s goods or services from those of others in the marketplace.
Trade Secrets:	Ideas or know-how (business methods, processes, machines, formulas, patterns, and techniques) that are kept secret from competitors. Trade secrets include any business information that has commercial value derived from its secrecy. The protection of a trade secret requires the following, at a minimum: that the information has commercial value; that the information is secret; and that the information has been subject to reasonable measures by the business to ensure that it remains secret
Client:	Any individual, company, organization, or entity that engages PMG for services or products.

1. Ownership of IP

1.1 PMG asserts ownership rights to all IP developed by PMG personnel or collaborators using PMG resources, including but not limited to facilities, equipment, funding, and personnel.
1.2 IP developed independently by PMG personnel outside of normal duties and without the use of PMG resources is vested with the creator.
1.3 Materials developed for clients remain the IP of PMG. However, clients are granted a complete, perpetual license to implement and use such materials.

2. Licensing and Use of IP

2.1. PMG grants clients a non-exclusive, perpetual, worldwide, royalty-free license to use the materials developed by PMG under an engagement for the client's own internal business purposes, including across all of the client's internal business units, divisions, and wholly owned subsidiaries, without restriction as to the specific purposes originally described in the applicable statement of work or engagement agreement (the "Permitted Use License"). This license is granted upon payment of all fees due under the applicable engagement, subject to any de minimis threshold provisions set out in the governing agreement. The Permitted Use License does not permit commercial exploitation of PMG materials, including their sale, sublicensing, or distribution to any external person or entity, without PMG's prior written consent. The client may adapt, modify, and build upon licensed materials for its own internal purposes without PMG's consent, provided that such adaptations are not made available to, or used for the benefit of, any third party. For the avoidance of doubt, the Permitted Use License includes the right to train the client's personnel on implemented processes and to adapt workflows to the client's evolving operational needs, provided such activities remain internal and do not involve disclosure of PMG's proprietary methodologies or trade secrets to any third party.

2.2 This license does not transfer ownership of the IP to the client but allows the client to use the materials for their internal business purposes as described in section 2.1.
2.3 The Permitted Use License shall be binding upon and shall enure to the benefit of the parties' respective successors and permitted assigns, including any acquirer of all or substantially all of PMG's business or assets. No assignment, transfer, or change of control of PMG's business shall diminish, revoke, or alter the scope of the license granted to the client hereunder.
2.4 PMG retains the right to use anonymized, aggregated, or de-identified learnings, insights, and methodological observations derived from work product created under any engagement for the purpose of developing and improving its internal practices, frameworks, and service offerings. This right applies regardless of the conclusion or termination of the engagement and does not require the client's consent, provided that no confidential information of the client is disclosed and the client is not identifiable from any such use. This right is exercised in accordance with PMG's Document Retention & Destruction Policy, which governs the retention and anonymization of engagement records.

3. Prohibition on Reverse Engineering and Reproduction

3.1 Clients and third parties are strictly prohibited from reverse engineering, reproducing, or otherwise uncovering the trade secrets of PMG for commercial gain or any other purpose. Notwithstanding the foregoing, a client acting within the scope of the Permitted Use License granted under Section 2 of this policy is not prohibited from operating, using, modifying, or building upon deliverables for its own internal business purposes, including training its personnel on implemented processes or adapting workflows to its evolving operational needs. This carve-out applies only to activities that fall squarely within the Permitted Use License and does not permit the client to reverse engineer PMG's underlying methodologies, frameworks, or proprietary tools for the purpose of reproducing, commercializing, or competing with PMG's business.
3.2 Any attempt to violate this clause will result in immediate termination of the license and may lead to legal action.
3.3 All expenses incurred from legal action arising from a violation of this policy shall be allocated as follows:
PMG may initiate legal action where it has formed a reasonable, good faith belief, based on information available to it at the time, that a violation has occurred or is ongoing. Prior to PMG initiating any such legal action, a respondent party may dispel PMG's good faith suspicion by making either of the following concessions:

1. Granting PMG full audit rights, to be exercised by an auditor of PMG's choosing at the auditor's own cost, to inspect and verify compliance with this policy. For clarity, the cost of conducting the audit shall be borne by PMG; the respondent party shall bear no obligation to fund the audit itself, but shall bear any costs arising on its own side in making its facilities, systems, or records accessible for the purposes of the audit; or
2. Providing a sworn statement, made in accordance with Ontario court procedure, attesting that: "I have not, and no person acting on my behalf or under my direction has, reverse engineered, reproduced, sublicensed, distributed, or otherwise used any PMG intellectual property, trade secrets, methodologies, or materials in any manner inconsistent with the Permitted Use License granted under this policy, and no such materials have been made available to, or used for the benefit of, any third party outside of those expressly authorized under the Permitted Use License."

Failure to provide either concession within thirty (30) days of PMG's written request shall constitute confirmation of PMG's good faith suspicion for the sole purposes of (i) fee allocation determinations and (ii) assessing the reasonableness of any claims subsequently advanced by PMG. Such failure shall not constitute an admission of liability but shall be treated as a relevant factor by any adjudicating body in determining the allocation of costs.

The remedies set forth herein are intended solely to remediate PMG’s actual economic damages and to prevent the unjust enrichment of the Client resulting from a violation of this policy. These measures are compensatory, not punitive, designed to restore the economic equilibrium between the parties as if the violation had not occurred.

Where a violation is established, the remedy shall be determined based on the presence of "Willful Intent." For purposes of this clause, "Willful Intent" is defined as a deliberate attempt to misuse PMG Intellectual Property to increase the Client's own commercial capacity or market advantage.

Upon proof of Willful Intent, all commercial interests and earnings resulting from the breach shall be immediately payable to PMG, and ownership of the involved materials shall revert to PMG. Where PMG materials have become Inseparable (as defined below) from the Client’s assets, PMG shall be entitled to a continuous royalty equal to one hundred percent (100%) of all earnings derived from the use or exploitation of such assets for the duration of the inseparability. This represents the "disgorgement" of ill-gotten gains to remediate PMG's loss of exclusive control.

If PMG cannot establish Willful Intent, the violation shall be deemed accidental. The remediation value shall be calculated based on the Proportional Service Value.

1. The remediation value shall be calculated as follows: the total fees paid by the Client for the engagement that produced the misused Intellectual Property (the 'Original Engagement Fee') shall be divided by the duration of that engagement in months (the 'Original Engagement Duration'), and the resulting monthly rate shall be multiplied by the number of months between the conclusion of the formal engagement and the discovery of the violation (the 'Misuse Period').
   1. Notwithstanding the foregoing, for purposes of this calculation, the Original Engagement Duration shall be deemed to be no less than two (2) months. By way of example: if the Original Engagement Duration was three weeks, it shall be treated as two months for the purpose of calculating the monthly rate, thereby ensuring that short-term, high-intensity engagements are not annualized in a manner that produces a disproportionate or inequitable result.
2. Alternative Valuation: Where PMG offers the involved IP as a standalone product, the remedy may be set at the equivalent value of a standalone license, provided such amount is equal to or less than the Proportional Service Value.
3. Default Valuation: In cases where PMG, in its sole and absolute discretion, determines it does not normally license the IP as a standalone product, the remediation value shall be the Proportional Service Value in its entirety. For the purposes of this determination, PMG shall be deemed "not to normally license" the IP as a standalone product unless PMG has publicly advertised a standalone license for that specific IP, in an identical method, mode, and form, within the six (6) months immediately preceding the discovery of the violation. The parties expressly agree that any prior licensing offers, historical price points, or superseded delivery modes outside of this six-month window are irrelevant to the determination of remediation value.

For the avoidance of doubt, training materials, implementation guides, documentation, or any other materials that describe, explain, or instruct on the use of PMG's intellectual property do not constitute a 'standalone license' for purposes of this section, regardless of whether such materials are sold separately or contain sufficient detail to enable independent implementation. Only a formal license agreement, publicly offered as such, granting the right to use the IP itself (not merely instructions about it), shall be considered a standalone license under this section.

For the purposes of this agreement "Inseparable" means the PMG materials cannot be isolated and removed without materially impairing the function or value of the relevant assets, as determined by PMG's appointed auditor or, in the event of dispute, by a court of competent jurisdiction.

Legal costs in any proceedings under this section shall be allocated as follows:

1. Where PMG is the prevailing party, the respondent shall be liable for PMG's legal costs on a full indemnity basis.
2. Where the matter is resolved by settlement, consent order, or undertaking without a final adjudication on the merits, and the terms of resolution include any remedy, payment, cessation of conduct, or acknowledgment in PMG's favour, PMG shall be deemed the prevailing party for the purposes of cost allocation under this section.
3. Where a court of competent jurisdiction determines that PMG has not prevailed, costs shall be allocated in accordance with the Rules of Civil Procedure (Ontario) and the discretion of the presiding court, without further modification by this clause.
4. Nothing in this section limits the court's inherent jurisdiction to award costs; rather, this section operates as a contractual agreement between sophisticated commercial parties as to the intended allocation of costs, which PMG may tender as evidence of the parties' intentions in any costs submissions.

4. Disclosure and Commercialization

4.1 PMG personnel who create IP with any use of PMG resources must disclose the subject matter to PMG. Disclosure must be made when it can be reasonably concluded that protectable subject matter has been created.
4.2 PMG will handle the commercialization of its IP, including seeking patents, trademarks, or other protections, and entering into licensing agreements.
4.3 Materials created by PMG personnel during the course of a contract or engagement with PMG will be irrevocably owned by PMG. The creator of any such work must immediately notify their manager of the creation of such works. This includes, but is not limited to, reports, designs, software, documents, and any other work product generated during the engagement. Where such materials are created in connection with a client engagement governed by a Master Services Agreement, the ownership, licensing, and permitted use of those materials are additionally governed by Section 6 of that agreement, which shall be read together with this policy. In the event of any conflict between this policy and Section 6 of the governing agreement on a matter of ownership or licensing, this policy prevails except where Section 6 expressly states that a specific provision of that agreement overrides this policy.
4.4 Upon the completion of a consultation, contract, or other engagement with PMG, the client's obligations regarding the return of materials are as follows:

• All materials for continued client use will be explicitly provided to the client by the PMG personnel responsible for their engagement. This includes final reports, deliverables, and any licensed materials specified in the engagement contract.
• Upon payment of all fees due, the client retains a perpetual Permitted Use License to the Work Product delivered under the engagement, as described in section 2.1 of this policy. This license is not affected by the conclusion of the engagement.
• Notwithstanding the foregoing, PMG's confidential information, trade secrets, and trademarks that are not incorporated into delivered Work Product, including working documents, internal methodologies, and draft materials not forming part of a final deliverable, remain the property of PMG and must be returned or destroyed upon the conclusion of the engagement. Any use of such materials beyond the agreed scope is strictly prohibited unless a separate, explicit agreement is made in writing.
• Clients must ensure that all PMG confidential information, trade secrets, and trademarks that fall outside the scope of the Permitted Use License are returned in their entirety and that any copies or derivatives are destroyed or deleted to prevent unauthorized use.
• PMG reserves the right to audit and verify the return and destruction of its confidential information, trade secrets, and trademarks to ensure compliance with this policy.

5. Conflict Resolution

5.1 Any questions regarding the application, interpretation, or implementation of this policy, as well as disagreements concerning the assignment of rights or sharing of royalties, will be addressed by the designated IP officer within PMG. The IP officer can be contacted via email at:

Attn: Legal, Office of the IP Officer
PMG Consulting
legal@askPMG.com

5.2 Any questions regarding the application, interpretation, or implementation of this policy, as well as disagreements concerning the assignment of rights or sharing of royalties, shall first be submitted in writing to the designated IP Officer within PMG. The IP Officer can be contacted via email at:

Attn: Legal, Office of the IP Officer
PMG Consulting
legal@askPMG.com

Upon receipt of a written submission, the IP Officer shall issue a formal written determination within thirty (30) days. This determination constitutes PMG's official position on the matter in dispute and shall be provided to all relevant parties. The IP Officer's determination is not a neutral adjudication and does not bind any party other than PMG; however, it is a mandatory precondition to any further proceedings, and no party may initiate mediation or litigation in respect of a dispute governed by this policy without first having received the IP Officer's written determination.

Where a party does not accept PMG's determination, or where the IP Officer has not issued a determination within the thirty (30) day period, the parties shall submit the dispute to non-binding mediation before a single mediator mutually agreed upon by the parties. If the parties cannot agree on a mediator within fifteen (15) days of either party's written request to mediate, the mediator shall be appointed in accordance with the mediation rules of the ADR Institute of Ontario. The costs of the mediator shall be shared equally between the parties. Each party shall bear its own costs of participation in the mediation, subject to any cost allocation provisions applicable under Sections 3.3 and 5.3 of this policy.

Mediation is a mandatory precondition to litigation. No party may commence legal proceedings in respect of a dispute governed by this policy without first completing the mediation process described in this section, or without written confirmation from the mediator that the mediation has been terminated without resolution. This requirement does not apply where a party seeks emergency injunctive or other interim relief from a court of competent jurisdiction to prevent imminent and irreparable harm, in which case the party seeking such relief shall simultaneously initiate the IP Officer submission process described above.
5.3 All parties, including PMG personnel, clients, collaborators, and third parties, who initiate legal proceedings challenging the validity, interpretation, enforceability, or application of this policy itself, as distinct from disputes arising from the subject matter governed by this policy, including the intellectual property described herein, shall bear all legal costs incurred by all parties to such proceedings, including PMG's costs, on a full indemnity basis, regardless of the outcome of such proceedings.

For clarity, this section applies to challenges directed at the policy instrument itself, such as claims that a provision of this policy is unenforceable, unconscionable, or contrary to law. It does not apply to disputes concerning ownership, licensing, or breach of the intellectual property governed by this policy, which are addressed in Sections 3.3 and 5.1 respectively.

Notwithstanding the foregoing, where a court of competent jurisdiction finds that PMG initiated or materially contributed to the instigation of such proceedings in bad faith, specifically meaning with knowledge that its position was without legal or factual foundation and with the predominant purpose of causing harm or extracting a collateral advantage, PMG shall bear the other party's costs on a partial indemnity basis only. For the avoidance of doubt, PMG's enforcement of rights it reasonably believed it held under this policy shall not constitute bad faith, even if those rights are subsequently found not to exist or not to apply as asserted.

In all proceedings under this section, PMG shall be entitled to tender this clause as a contractual costs agreement between sophisticated parties, and to seek costs on a full indemnity basis in any costs submissions made to the presiding court.

6. Use of PMG Name, Mark, or Insignia

6.1 The PMG name, logo, or other marks may not be used without prior written approval from the PMG management.
6.2 Unauthorized use of the PMG name, logo, or other marks in conjunction with any private or commercial enterprise, advertisement of any product, or by any individual or group promoting itself is strictly prohibited.
6.3 Permission to use the PMG name, logo, or other marks does not extend to the use, advertisement, or representation of engagement with non-public PMG subsidiaries, clients, or partners without explicit authorization from PMG management.

7. Acknowledgments

This policy is adapted from various industry-standard IP policies and practices and is used with permission where applicable.